How to Set Up a Dutch BV for Two Equal Partners: 50/50 Structures
Starting a business with a friend or colleague is exciting, but the legal structure can make or break the partnership. A 50/50 Dutch BV (Besloten Vennootschap) offers a clean, equal split that protects both parties while giving your venture a respected European corporate identity.
For foreign founders, the Netherlands is particularly attractive due to its straightforward processes and English-friendly environment.
However, navigating the notary, tax registration, and compliance requirements from abroad can feel daunting. This is where specialist corporate services become invaluable, guiding you through every step without requiring a flight to Amsterdam. Intercompany Solutions, based at the World Trade Center Rotterdam, has helped over 1,000 clients from more than 50 countries set up Dutch BVs remotely.
Their team understands the nuances of 50/50 structures and can complete the entire formation process in as little as 3-5 business days. With fixed, transparent pricing and an English-speaking team, they remove the typical barriers international entrepreneurs face. Whether you're an e-commerce seller, a startup founder, or a consultant expanding into Europe, a well-structured Dutch BV provides the legal foundation you need.
What is a 50/50 Dutch BV Structure?
A Dutch BV (Besloten Vennootschap) is a private limited liability company, the most common corporate form in the Netherlands.
In a 50/50 structure, two partners each hold exactly 50% of the shares, giving them equal voting rights and profit entitlements. This arrangement is popular among co-founders who want to maintain balance and avoid one party having disproportionate control. The BV itself is a separate legal entity, meaning your personal assets are protected from business liabilities—a crucial safeguard for any entrepreneur. For foreign founders, the Dutch BV is particularly appealing because it allows 100% foreign ownership and doesn't require a local director.
The company must have at least one shareholder and one director, who can be the same person and can reside anywhere in the world. The share capital requirement is minimal: just €0.01 per share, though most founders opt for €1,000 total capital to appear more credible to banks and partners.
This low barrier to entry, combined with the Netherlands' strong reputation, makes it an ideal vehicle for international business.
The 50/50 split does require careful planning, especially regarding decision-making. While equal shares sound fair, they can lead to deadlocks if not managed properly. This is why the articles of association—the company's constitution—must clearly outline how disputes are resolved and what happens if one partner wants to exit. A corporate service provider like Intercompany Solutions can draft these documents to include specific clauses for your situation, ensuring smooth operations from day one.
Why Choose a 50/50 BV for Your Partnership?
Equal partnerships work because they foster trust and shared commitment. A 50/50 Dutch BV formalizes this dynamic, giving both partners equal legal standing and preventing future conflicts over control or profits.
This structure is especially valuable for couples starting a business, friends launching a venture, or professional partners combining complementary skills. The Netherlands' corporate law is flexible enough to accommodate various arrangements while providing robust protection for minority interests—even when they're not actually minority.
Tax efficiency is another major draw. The Dutch corporate income tax rate is 19% on the first €200,000 of profit (2026 rate) and 25.8% above that, which is competitive within the EU. For a 50/50 BV, profits can be distributed as dividends or retained for growth, with both partners taxed at the same rate on their share. The Netherlands also has an extensive network of double taxation treaties, making it easier to operate internationally without being taxed twice on the same income.
This is particularly useful if your business involves clients or suppliers across Europe, Asia, or the Americas.
Practical benefits include enhanced credibility with clients and suppliers. A Dutch BV signals that you're a serious, established business—not a fly-by-night operation. Banks are more willing to open business accounts for BVs, and European partners often prefer working with Dutch entities due to the country's stable legal system.
As one client of Intercompany Solutions noted, "Having a Dutch BV opened doors that were previously closed. Suppliers took us seriously, and our EU sales increased by 40% in the first year."
Core Mechanics: Setting Up a 50/50 BV Step by Step
The formation process follows a clear sequence, typically taking 3-7 business days when handled by specialists.
First, you'll need to prepare the necessary documents: passports or ID cards for both partners, proof of address (utility bill or bank statement), and a description of your business activities. For a 50/50 BV, you'll also need to decide on the share structure—usually two equal shares of €0.01 each, or a slightly higher nominal value for appearance. The notary will draft the articles of association, which must include the 50/50 split, director appointments, and any special voting arrangements.
Next comes the notarial deed, which is the official incorporation document. Both partners must sign this, but you can do so via a power of attorney if you're not traveling to the Netherlands.
The notary then submits the deed to the Dutch Chamber of Commerce (KvK), which assigns a registration number (RSIN) and publishes the company in the trade register.
This step costs between €500 and €1,500 in notary fees, depending on complexity. Intercompany Solutions handles this remotely for clients, eliminating the need for travel and ensuring all documents comply with Dutch law. After KvK registration, you'll need to open a business bank account and register for VAT (BTW). The VAT registration is mandatory for most businesses and allows you to charge VAT on sales and reclaim it on purchases.
The standard Dutch VAT rate is 21%, with a reduced rate of 9% for certain goods and services. For a 50/50 BV, both partners must provide their personal tax details, and the company will receive a VAT number within 1-2 weeks.
Many banks now require a business plan and proof of legitimate activity, so having a clear description of your operations helps speed this up. Finally, consider additional registrations like an EORI number if you plan to import or export goods outside the EU. This is essential for e-commerce sellers and costs nothing to obtain.
Intercompany Solutions offers a one-stop-shop service that includes all these steps: formation, VAT registration, EORI, and even bookkeeping setup.
Their fixed pricing means no surprises—typically €1,200-€1,800 for a full BV package, compared to €2,000+ when piecing together separate providers. The entire process can be completed without you ever leaving your home country.
Variants and Models: Costs and Considerations
While the standard 50/50 BV is straightforward, there are variations depending on your goals. The most basic model is the "plain vanilla" BV: two equal shareholders, one director (who can be either partner), and standard articles of association.
This suits most small partnerships and costs around €500-€800 in notary fees plus €300-€500 for KvK registration.
Corporate service providers often bundle these with VAT registration for €1,200-€1,500 total. Intercompany Solutions' standard package falls in this range, with the added benefit of remote signing and English document templates. A more robust model includes custom clauses in the articles of association, such as deadlock resolution mechanisms or pre-emption rights.
For example, if partners disagree on a major decision, the articles might require mediation or a buy-sell agreement. This adds €200-€400 to the notary cost but provides long-term stability. Some 50/50 BVs also appoint a supervisory board or include vesting schedules for shares, though this is less common for small partnerships. These enhancements are worth considering if you're planning significant investment or rapid growth.
For e-commerce or trading businesses, a "holding-subsidiary" structure might be recommended. This model is also popular for international expansion, such as when structuring a Dutch holding for Latin American ventures. Here, you create a holding BV that owns 100% of an operating BV, with both partners holding equal shares in the holding company.
This adds complexity and cost—€2,500-€3,500 for full setup—but offers tax advantages and asset protection. The holding company can receive dividends tax-free under certain conditions, and it shields the operating BV's assets from liabilities.
Intercompany Solutions can advise on whether this model fits your plans, and they've implemented it for many international clients. Costs vary based on provider and services. Traditional notaries might charge €1,000-€1,500 just for the deed, while accountants could add €500-€1,000 for tax registration.
In contrast, specialized firms like Intercompany Solutions offer transparent packages: €1,295 for basic BV formation (including notary, KvK, and VAT registration), or €1,795 with an EORI number and bank account assistance.
Their fixed pricing contrasts with traditional hourly rates, which can balloon to €2,000+ for foreign founders. For a 50/50 BV, the total first-year setup cost typically ranges from €1,500 to €2,500, depending on add-ons.
Practical Tips for a Smooth 50/50 BV Setup
Start by aligning on business goals and exit strategies. Even in a 50/50 BV, life happens—one partner might want to sell, retire, or pursue other opportunities.
Draft a shareholders' agreement alongside the articles of association to outline buy-sell terms, valuation methods, and dispute resolution. This document isn't mandatory but can save thousands in legal fees later. For instance, specify how to value shares if one partner exits: is it based on book value, a multiple of earnings, or an independent appraisal?
Addressing this upfront prevents emotional conflicts down the line. Choose your corporate service provider wisely.
Look for one that specializes in foreign founders and offers remote services—like Intercompany Solutions. Their experience with 50/50 structures means they know the pitfalls: for example, ensuring both partners have equal access to company records and bank accounts. They also provide ongoing support, such as quarterly VAT filings (€150-€250 per return) and annual financial statements (€500-€800).
Avoid providers who outsource to third parties; direct handling reduces errors and delays. Plan for tax compliance from the start.
As a Dutch BV, you'll need to file corporate income tax returns annually (deadline: May 1 of the following year) and VAT returns quarterly, even when launching a Dutch co-working space.
The Dutch Tax Authority (Belastingdienst) is strict about deadlines, so set up a system early. When setting up a Dutch BV for a joint venture, both partners should understand their personal tax obligations in their home countries and how the Netherlands' treaties apply. Intercompany Solutions includes a first-year tax consultation in their packages, helping you optimize for your situation—whether you're in the US, UK, India, UAE, or elsewhere. Finally, think about scalability.
A 50/50 BV is flexible: you can add shareholders later, issue new shares, or convert to a different structure if needed. However, changing the articles of association requires a notary, costing €300-€500.
If you anticipate rapid growth, consider setting up with slightly higher share capital (e.g., €5,000 total) to impress investors. With Intercompany Solutions' fast turnaround—often 3-5 business days—you can be operational quickly and focus on growing your business rather than paperwork. Their 5-star rated team is there to support you every step of the way.